G.R. No. 173807. April 16, 2009.
* had signed the check with knowledge of the insufficiency of
JAIME U. GOSIACO, petitioner vs. LETICIA CHING and EDWIN
CASTA, respondents.
Bouncing Checks Law; Batas Pambansa Blg. 22; Pleadings and
Practice; Criminal Law; Under the amended rules on bouncing
checks, the previous option to directly pursue the civil liability
against the corporation that incurred the obligation is no
longer that clear.With the insistence under the amended
rules that the civil and criminal liability attaching to the
bounced check be pursued jointly, the previous option to
directly pursue the civil liability against the person who
incurred the civil obligationthe corporation itselfis no
longer that clear. In theory, the implied institution of the civil
case into the criminal case for B.P. Blg. 22 should not affect
the civil liability of the corporation for the same check, since
such implied institution concerns the civil liability of the
signatory, and not of the corporation.
Same; Same; Same.Let us pursue this point further. B.P. Blg.
22 imposes a distinct civil liability on the signatory of the
check which is distinct from the civil liability of the corporation
for the amount represented from the check. The civil liability
attaching to the signatory arises from the wrongful act of
signing the check despite the insufficiency of funds in the
account, while the civil liability attaching to the corporation is
itself the very obligation covered by the check or the
consideration for its execution. Yet these civil liabilities are
mistaken to be indistinct. The confusion is traceable to the
singularity of the amount of each.
Same; Same; Same; The civil action impliedly instituted in the
Batas Pambansa Blg. 22 action is only the civil liability of the
signatory and not that of the corporation.If we conclude, as
we should, that under the current Rules of Criminal Procedure,
the civil action that is impliedly instituted in the B.P. Blg. 22
action is only the civil liability of the signatory, and not that of
the corporation itself, the distinctness of the cause of action
against the signatory and that against the corporation is
rendered beyond dispute. It follows that the actions involving
these liabilities should be adjudged according to their
respective standards and merits. In the B.P. Blg. 22 case, what
the trial court should determine whether or not the signatory
funds or credit in the bank account, while in the civil case the
trial court should ascertain whether or not the obligation itself
is valid and demandable. The litigation of both questions
could, in theory, proceed independently and simultaneously
without being ultimately conclusive on one or the other.
Same; Same; Courts two (2) prevailing concerns regarding
the amended rule on Batas Pambansa Blg. 22.There are two
prevailing concerns should civil recovery against the
corporation be pursued even as the B.P. Blg. 22 case against
the signatory remains extant. First, the possibility that the
plaintiff might be awarded the amount of the check in both
the B.P. Blg. 22 case and in the civil action against the
corporation. For obvious reasons, that should not be
permitted. Considering that petitioner herein has no chance to
recover the amount of the check through the B.P. Blg. 22 case,
we need not contend with that possibility through this case.
Nonetheless, as a matter of prudence, it is best we refer the
matter to the Committee on Rules for the formulation of
proper guidelines to prevent that possibility.
Same; Same.The other concern is over the payment of filing
fees in both the B.P. Blg. 22 case and the civil action against
the corporation. Generally, we see no evil or cause for distress
if the plaintiff were made to pay filing fees based on the
amount of the check in both the B.P. Blg. 22 case and the civil
action. After all, the plaintiff therein made the deliberate
option to file two separate cases, even if the recovery of the
amounts of the check against the corporation could evidently
be pursued through the civil action alone.
Same; Same; Equity; Prescription; As a matter of equity,
petitioner should be exempted from paying filing fees in an
action versus the corporation. The period of prescription to file
such action should run from the finality of the decision.In
petitioners particular case, considering the previous legal
confusion on whether he is authorized to file the civil case
against ASB, he should, as a matter of equity, be exempted
from paying the filing fees based on the amount of the checks
should he pursue the civil action against ASB. In a similar vein
and for a similar reason, we likewise find that petitioner
should not be barred by prescription should he file the civil
action as the period should not run from the date the checks
were issued but from the date this decision attains finality.
The courts should not be bound strictly by the statute of
limitations or the doctrine of laches when to do so, manifest
wrong or injustice would result.
PETITION for review on certiorari of a decision of the Court of
Appeals.
The facts are stated in the opinion of the Court.
Norman T. Daanoy for petitioner.
Mark Anthony C. Aldave for respondent. [Gosiaco vs. Ching,
585 SCRA 471(2009)]
DECISION
TINGA, J.:
The right to recover due and demandable pecuniary obligations incurred
by juridical persons such as corporations cannot be impaired by procedural
rules. Our rules of procedure governing the litigation of criminal actions for
violation of Batas Pambansa Blg. 22 (B.P. 22) have given the appearance of
impairing such substantive rights, and we take the opportunity herein to assert
the necessary clarifications.
Before us is a Rule 45 petition[1] which seeks the reversal of the
Decision[2] of the Court of Appeals in CA-GR No. 29488. The Court of
Appeals' decision affirmed the decision [3] of the Regional Trial Court of Pasig,
Branch 68 in Criminal Case No. 120482. The RTC's decision reversed the
decision[4] of the Metropolitan Trial Court of San Juan, Branch 58 in Criminal
Case No. 70445 which involved a charge of violation of B.P. Blg. 22 against
respondents Leticia Ching (Ching) and Edwin Casta (Casta).
On 16 February 2000, petitioner Jaime Gosiaco (petitioner)
invested P8,000,000.00 with ASB Holdings, Inc. (ASB) by way of loan. The
money was loaned to ASB for a period of 48 days with interest at 10.5%
which is equivalent to P112,000.00. In exchange, ASB through its Business
Development Operation Group manager Ching, issued DBS checks no.
0009980577 and 0009980578 for P8,000,000.00 and P112,000.00
respectively. The checks, both signed by Ching, were drawn against DBS
Bank Makati Head Office branch. ASB, through a letter dated 31 March 2000,
acknowledged that it owed petitioner the abovementioned amounts. [5]
Upon maturity of the ASB checks, petitioner went to the DBS Bank San
Juan Branch to deposit the two (2) checks. However, upon presentment, the
checks were dishonored and payments were refused because of a stop
payment order and for insufficiency of funds. Petitioner informed
respondents, through letters dated 6 and 10 April 2000,[6] about the dishonor of
the checks and demanded replacement checks or the return of the money
placement but to no avail. Thus, petitioner filed a criminal complaint for
violation of B.P. Blg. 22 before the Metropolitan Trial Court of San Juan
against the private respondents.
Ching was arraigned and tried while Casta remained at large. Ching
denied liability and claimed that she was a mere employee of ASB. She
asserted that she did not have knowledge as to how much money ASB had in
the banks. Such responsibility, she claimed belonged to another department.
On 15 December 2000, petitioner moved[7] that ASB and its president,
Luke Roxas, be impleaded as party defendants. Petitioner, then, paid the
corresponding docket fees. However, the MTC denied the motion as the case
had already been submitted for final decision.[8]
On 8 February 2001, the MTC acquitted Ching of criminal liability but
it did not absolve her from civil liability. The MTC ruled that Ching, as a
corporate officer of ASB, was civilly liable since she was a signatory to the
checks.[9]
Both petitioner and Ching appealed the ruling to the RTC. Petitioner
appealed to the RTC on the ground that the MTC failed to hold ASB and
Roxas either jointly or severally liable with Ching. On the other hand, Ching
moved for a reconsideration which was subsequently denied. Thereafter, she
filed her notice of appeal on the ground that she should not be held civilly
liable for the bouncing checks because they were contractual obligations of
ASB.
 On 12 July 2005, the RTC rendered its decision sustaining Ching's
appeal. The RTC affirmed the MTCs ruling which denied the motion to
implead ASB and Roxas for lack of jurisdiction over their persons. The RTC
also exonerated Ching from civil liability and ruled that the subject obligation
fell squarely on ASB. Thus, Ching should not be held civilly liable. [10]
Petitioner filed a petition for review with the Court of Appeals on the
grounds that the RTC erred in absolving Ching from civil liability; in
upholding the refusal of the MTC to implead ASB and Roxas; and in refusing
to pierce the corporate veil of ASB and hold Roxas liable.
On 19 July 2006, the Court of Appeals affirmed the decision of the RTC
and stated that the amount petitioner sought to recover was a loan made to
ASB and not to Ching. Roxas testimony further bolstered the fact that the
checks issued by Ching were for and in behalf of ASB. The Court of Appeals
ruled that ASB cannot be impleaded in a B.P. Blg. 22 case since it is not a
natural person and in the case of Roxas, he was not the subject of a
preliminary investigation. Lastly, the Court of Appeals ruled that there was no
need to pierce the corporate veil of ASB since none of the requisites were
present.[11]
Hence this petition.
Petitioner raised the following issues: (1) is a corporate officer who
signed a bouncing check civilly liable under B.P. Blg. 22; (2) can a
corporation be impleaded in a B.P. Blg. 22 case; and (3) is there a basis to
pierce the corporate veil of ASB?
B.P. Blg. 22 is popularly known as the Bouncing Checks Law. Section 1
of B.P. Blg. 22 provides:
xxx xxx xxx
Where the check is drawn by a corporation,
company or entity, the person or persons,
who actually signed the check in behalf of
such drawer shall be liable under this Act.
B.P. Blg. 22 was enacted to address the rampant
issuance of bouncing checks as payment for pre-existing
obligations. The circulation of bouncing checks adversely
affected confidence in trade and commerce. The State
criminalized such practice because it was deemed injurious to
public interests[12] and was found to be pernicious and
inimical to public welfare.[13] B.P. Blg. 22 punishes the act of
making and issuing bouncing checks. It is the act itself of
issuing the checks which is considered malum
prohibitum. The law is an offense against public order and
not an offense against property.[14] It penalizes the issuance of
a check without regard to its purpose. It covers all types of
checks.[15] Even checks that were issued as a form of deposit
or guarantee were held to be within the ambit of B.P. Blg. 22.
[16]
When a corporate officer issues a worthless check in
the corporate name he may be held personally liable for
violating a penal statute.[17] The statute imposes criminal
penalties on anyone who with intent to defraud another of
money or property, draws or issues a check on any bank with
knowledge that he has no sufficient funds in such bank to
meet the check on presentment.[18] Moreover, the personal
liability of the corporate officer is predicated on the principle
that he cannot shield himself from liability from his own acts
on the ground that it was a corporate act and not his personal
act.[19] As we held in Llamado v. Court of Appeals:[20]
Petitioner's argument that he should not be held
personally liable for the amount of the check
because it was a check of the Pan Asia Finance
Corporation and he signed the same in his
capacity as Treasurer of the corporation, is also
 untenable. The third paragraph of Section 1 of
BP Blg. 22 states: Where the check is drawn by
a corporation, company or entity, the person or
persons who actually signed the check in behalf
of such drawer shall be liable under this Act.
The general rule is that a corporate officer who issues a
bouncing corporate check can only be held civilly liable
when he is convicted. In the recent case ofBautista v. Auto
Plus Traders Inc.,[21] the Court ruled decisively that the civil
liability of a corporate officer in a B.P. Blg. 22 case is
extinguished with the criminal liability. We are not inclined
through this case to revisit so recent a precedent, and the rule
of stare decisis precludes us to discharge Ching of any civil
liability arising from the B.P. Blg. 22 case against her, on
account of her acquittal in the criminal charge.
We recognize though the bind entwining the petitioner.
The records clearly show that it is ASB is civilly obligated to
petitioner. In the various stages of this case, petitioner has
been proceeding from the premise that he is unable to pursue
a separate civil action against ASB itself for the recovery of
the amounts due from the subject checks. From this premise,
petitioner sought to implead ASB as a defendant to the B.P.
Blg. 22 case, even if such case is criminal in nature.[22]
What supplied the notion to the petitioner that he was
unable to pursue a separate civil action against ASB? He cites
the Revised Rules on Criminal Procedure, particularly the
provisions involving B.P. Blg. 22 cases, which state that:
Rule 111, Section 1Institution of criminal and civil action.
xxx
(b) The criminal action for violation of Batas Pambansa Blg. 22
shall be deemed to include the corresponding civil action. No
reservation to file such civil action separately shall be allowed.
Upon filing of the aforesaid joint criminal and civil actions,
the offended party shall pay in full the filing fees based on the
amount of the check involved, which shall be considered as the
actual damages claimed. Where the complainant or information
also seeks to recover liquidated, moral, nominal, temperate or
exemplary damages, the offended party shall pay the filing fees
based on the amounts alleged therein. If the amounts are not so
alleged but any of these damages are subsequently awarded by the
court, the filing fees based on the amount awarded shall constitute
a first lien on the judgment.
Where the civil action has been filed separately and trial
thereof has not yet commenced, it may be consolidated with the
criminal action upon application with the court trying the latter
case. If the application is granted, the trial of both actions shall
proceed in accordance with section 2 of this Rule governing
consolidation of the civil and criminal actions.[23]
We are unable to agree with petitioner that he is entitled to implead
ASB in the B.P. Blg. 22 case, or any other corporation for that matter, even if
the Rules require the joint trial of both the criminal and civil liability. A basic
maxim in statutory construction is that the interpretation of penal laws is
strictly construed against the State and liberally construed against the accused.
Nowhere in B.P. Blg. 22 is it provided that a juridical person may be
impleaded as an accused or defendant in the prosecution for violations of that
law, even in the litigation of the civil aspect thereof.
Nonetheless, the substantive right of a creditor to recover due and
demandable obligations against a debtor-corporation cannot be denied or
diminished by a rule of procedure. Technically, nothing in Section 1(b) of
Rule 11 prohibits the reservation of a separate civil action against the juridical
person on whose behalf the check was
issued. What the rules prohibit is the reservation of a separate civil action
against the natural person charged with violating B.P. Blg. 22, including such
corporate officer who had signed the bounced check.
 In theory the B.P. Blg. 22 criminal liability of the person who issued
the bouncing check in behalf of a corporation stands independent of the civil
liability of the corporation itself, such civil liability arising from the Civil
Code. B.P. Blg. 22 itself fused this criminal liability of the signer of the check
in behalf of the corporation with the corresponding civil liability of the
corporation itself by allowing the complainant to recover such civil liability
not from the corporation, but from the person who signed the check in its
behalf. Prior to the amendments to our rules on criminal procedure, it though
clearly was permissible to pursue the criminal liability against the signatory,
while going after the corporation itself for the civil liability.
However, with the insistence under the amended rules that the civil
and criminal liability attaching to the bounced check be pursued jointly, the
previous option to directly pursue the civil liability against the person who
incurred the civil obligationthe corporation itselfis no longer that clear. In
theory, the implied institution of the civil case into the criminal case for B.P.
Blg. 22 should not affect the civil liability of the corporation for the same
check, since such implied institution concerns the civil liability of the
signatory, and not of the corporation.
Let us pursue this point further. B.P. Blg. 22 imposes a distinct civil
liability on the signatory of the check which is distinct from the civil liability
of the corporation for the amount represented from the check. The civil
liability attaching to the signatory arises from the wrongful act of signing
the check despite the insufficiency of funds in the account, while the civil
liability attaching to the corporation is itself the very obligation covered
by the check or the consideration for its execution. Yet these civil
liabilities are mistaken to be indistinct. The confusion is traceable to the
singularity of the amount of each.
If we conclude, as we should, that under the current Rules of Criminal
Procedure, the civil action that is impliedly instituted in the B.P. Blg. 22 action
is only the civil liability of the signatory, and not that of the corporation itself,
the distinctness of the cause of action against the signatory and that against the
corporation is rendered beyond dispute. It follows that the actions involving
these liabilities should be adjudged according to their respective standards and
merits. In the B.P. Blg. 22 case, what the trial court should determine whether
or not the signatory had signed the check with knowledge of the insufficiency
of funds or credit in the bank account, while in the civil case the trial court
should ascertain whether or not the obligation itself
is valid and demandable. The litigation of both questions could, in theory,
proceed independently and simultaneously without being ultimately
conclusive on one or the other.
It might be argued that under the current rules, if the signatory were
made liable for the amount of the check by reason of the B.P. Blg. 22 case,
such signatory would have the option of recovering the same amount from the
corporation. Yet that prospect does not ultimately satisfy the ends of justice. If
the signatory does not have sufficient assets to answer for the amount of the
checka distinct possibility considering the occasional large-scale transactions
engaged in by corporations the corporation would not be subsidiarily liable
to the complainant, even if it in truth the controversy, of which the criminal
case is just a part, is traceable to the original obligation of the corporation.
While the Revised Penal Code imposes subsidiary civil liability to
corporations for criminal acts engaged in by their employees in the discharge
of their duties, said subsidiary liability applies only to felonies,[24] and not to
crimes penalized by special laws such as B.P. Blg. 22. And nothing in B.P.
Blg. 22 imposes such subsidiary liability to the corporation in whose name the
check is actually issued. Clearly then, should the check signatory be unable to
pay the obligation incurred by the corporation, the complainant would be
bereft of remedy unless the right of action to collect on the liability of the
corporation is recognized and given flesh.
There are two prevailing concerns should civil recovery against the
corporation be pursued even as the B.P. Blg. 22 case against the signatory
remains extant. First, the possibility that the plaintiff might be awarded the
amount of the check in both the B.P. Blg. 22 case and in the civil action
against the corporation. For obvious reasons, that should not be permitted.
Considering that petitioner herein has no chance to recover the amount of the
check through the B.P. Blg. 22 case, we need not contend with that possibility
through this case. Nonetheless, as a matter of prudence, it is best we refer the
matter to the Committee on Rules for the formulation of proper guidelines to
prevent that possibility.
The other concern is over the payment of filing fees in both the B.P.
Blg. 22 case and the civil action against the corporation. Generally, we see no
evil or cause for distress if the plaintiff were made to pay filing fees based on
the amount of the check in both the B.P. Blg. 22 case and the civil action.
After all, the plaintiff therein made the deliberate option to file two separate
cases, even if the recovery of the amounts of the check against the corporation
could evidently be pursued through the civil action alone.
Nonetheless, in petitioners particular case, considering the previous
legal confusion on whether he is authorized to file the civil case against ASB,
he should, as a matter of equity, be exempted from paying the filing fees based
on the amount of the checks should he pursue the civil action against ASB. In
a similar vein and for a similar reason, we likewise find that petitioner should
not be barred by prescription should he file the civil action as the period
should not run from the date the checks were issued but from the date this
decision attains finality. The courts should not be bound strictly by the statute
of limitations or the doctrine of laches when to do so, manifest wrong or
injustice would result.[25]
WHEREFORE, the petition is DENIED, without prejudice to the
right of petitioner Jaime U. Gosiaco to pursue an independent civil action
against ASB Holdings Inc. for the amount of the subject checks, in accordance
with the terms of this decision. No pronouncements as to costs.
Let a copy of this Decision be REFERRED to the Committee on
Revision of the Rules for the formulation of the formal rules of procedure
to govern the civil action for the recovery of the amount covered by the
check against the juridical person which issued it.
SO ORDERED.